Exhibit
10.25

     

    Facilities
Lease Agreement

     

    This
Commercial Lease Agreement ("Lease") is made and effective
December 11, 2009, by and between

     

    (1)
AgFeed Industries, Inc. (“AgFeed”) ("Landlord"); and

     

    (2) Hypor
Agfeed Breeding Company Inc. ("Tenant").

     

    The
Landlord has obtained a valid lease in respect of the collectively-owned land
(having an area of about 217.6 Mou (145139.2 square meters)) located in Futian
Village, Futian Township, China, and has built a pig breeding facility on such
land (“Leased
Premises”).

     

    The
Landlord desires to lease the Leased Premises to the Tenant for the purposes of
operating a pig breeding facility and the Tenant desires to lease the Leased
Premises from Landlord for the term, at the rental and upon the covenants,
conditions and provisions herein set forth.

     

    THEREFORE,
in consideration of the mutual promises contained herein, and for other good and
valuable consideration, it is agreed:

     

    
      	
              1.

            	
              Term.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      initial term (“Initial
      Term”) of the Lease shall be ten (10) years, beginning on the date
      of registration of the Tenant as a Wholly-Owned Foreign Entity with the
      appropriate Chinese authorities and ending on the tenth
      (10th) anniversary of such date of
registration.

            


    

     

    
      	
               
      

            	
              l

            	
              Tenant
      may renew the Lease:

            


    

     

    
      	
               
      

            	
              o

            	
              Term
      and rent of the extended lease shall be determined at the time of
      renewal.

            


    

     

    
      	
               
      

            	
              o

            	
              Tenant
      shall exercise such renewal option, if at all, by providing written notice
      to Landlord not less than three (3) months prior to the expiration of the
      Initial Term.

            


    

     

    
      	
               
      

            	
              o

            	
              Unless
      otherwise agreed to by Landlord and Tenant at renewal, all other
      covenants, conditions and provisions as contained in this Lease will not
      change.

            


    

     

    
      	
              2.

            	
              Rent
      and Other Payments.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Tenant shall pay to Landlord:  (1) a rental payment of 1,950,648
      RMB per year, payable in instalments of 162,554 RMB per month, such rental
      payment subject to increase or decrease upon determination of Landlord’s
      final project cost to construct and deliver the Leased Premises to Tenant;
      and (2) any such additional amounts due and owing pursuant to Article 7 of
      this Lease for Tenant’s portion of any lease and general real estate taxes
      and fees billed by Landlord.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              l

            	
              Each
      rental instalment payment shall be due in advance on the first day of the
      calendar month for each quarter during the Lease term to Landlord at the
      following address:

            


    

     

    
      	
               
      

            	
              o

            	
              Rm.
      A1001-1002, Tower 16, Hengmao Int’l
Center

            


    

     

    
      	
               
      

            	
                333
      S. Guangchang Rd.

            


    

     

    
      	
               
      

            	
                Nanchang,
      Jiangxi Province

            


    

     

    
      	
               
      

            	
                PRC
      330003

            


    

     

    
      	
               
      

            	
              l

            	
              Late
      payment of the Lease is subject to an interest rate of 0.5% per
      month.

            


    

     

    
      	
               
      

            	
              l

            	
              Appendix
      1 of this Lease is a site map illustrating the buildings and layout of the
      Leased Premises at the time of signing of this Lease, as well as an
      associated description of the buildings of the Leased Premises with key
      contents.

            


    

     

    
      	
               
      

            	
              l

            	
              Appendix
      2 of this Lease is a full list of all equipment included in this
      Lease.

            


    

     

    
      	
              3.

            	
              Termination

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Landlord and the Tenant may mutually agree in writing to terminate the
      lease agreement.

            


    

     

    
      	
               
      

            	
              l

            	
              Unless
      there is early termination, the lease agreement shall terminate upon the
      date of expiration.

            


    

     

    
      	
               
      

            	
              l

            	
              Not
      due to the reasons attributable to the Landlord (except for occurrence of
      a force majeure event), for early termination of this lease agreement by
      the Tenant, the Tenant shall provide 1 (one) year written notice and 1
      (one) quarter penalty payment.

            


    

     

    
      	
               
      

            	
              l

            	
              Not
      due to the reasons attributable to the Tenant (except for occurrence of a
      force majeure event), for early termination of this lease agreement by the
      Landlord, the Landlord shall provide 1 (one) year written notice to the
      Tenant, and the Landlord will be subject to a penalty payment equal to all
      losses incurred by the Tenant caused by such early termination in addition
      to all reasonable actual costs and expenses incurred thereby arising out
      of transfer of its business to new location. Reconciliation and payment
      shall be made upon receipts of the
move.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              l

            	
              Both
      Landlord and Tenant may be excused from further performance under this
      Lease in the event of any of the
following:

            


    

     

    
      	
               
      

            	
              o

            	
              The
      Leased Premises and/or the underlying land are so seriously damaged due to
      an event of force majeure that further performance of this Lease is
      practically impossible;

            


    

     

    
      	
               
      

            	
              o

            	
              The
      underlying land is expropriated by governmental authorities;
      or

            


    

     

    
      	
               
      

            	
              o

            	
              The
      Leased Premises is dismantled pursuant to an order by competent government
      authorities or any restrictions on the rights and title in respect of the
      Leased Premises or right to use the underlying land are imposed by any
      judicial or administrative bodies according to
  law.

            


    

     

    
      	
               
      

            	
              l

            	
              At
      the time of early termination or termination upon expiry, all buildings
      and equipment should be left in working order except for normal wear and
      tear.

            


    

     

    
      	
              4.

            	
              Maintenance
      and Repairs

            


    

     

    
      	
               
      

            	
              l

            	
              During
      the term of this Lease, the Landlord shall be responsible for all major or
      structural maintenance and repairs (“Repairs”).  Major
      or structural Repairs means deficiencies caused by faulty design and/or
      poor construction, including subsidence due to insufficient compaction of
      fill dirt.

            


    

     

    
      	
               
      

            	
              l

            	
              If
      the Landlord fails to make such Repairs within fifteen (15) days of
      receipt of a Repair notice from the Tenant, the Tenant shall have the
      right to make or have made the necessary repairs for the account of the
      landlord and/or the right to terminate this Lease by issuing a termination
      notice to the Landlord.

            


    

     

    
      	
               
      

            	
              l

            	
              Damage
      caused by intention or neglect shall be repaired at the expense of the
      responsible party

            


    

     

    
      	
               
      

            	
              l

            	
              Unless
      otherwise provided under this Lease, minor Repairs shall be carried out by
      the Tenant at its own expense. Minor Repairs mean routine maintenance and
      repair of buildings and equipment as well as anything that can be
      maintained or repaired by the Tenant’s
staff.

            


    

     

    
      	
              5.

            	
              Technology
      Updates

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Tenant shall have the right, upon obtaining Landlord's consent in writing,
      such consent not unreasonably withheld, to remodel and make additions,
      improvements and replacements to all or any part of the Leased Premises
      from time to time as Tenant may deem
desirable.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              l

            	
              The
      Tenant and the Landlord shall to come to an agreement in writing regarding
      who is responsible for any technology updates, costs and construction and
      a re-negotiation of the relevant terms and provisions of this Lease, if
      necessary for such purpose.

            


    

     

    
      	
               
      

            	
              l

            	
              If
      during the term of the Lease the Tenant wishes to expand or increase the
      size of the farm, the parties shall re-negotiate the relevant terms and
      provisions of the Lease for such
purpose.

            


    

     

    
      	
              6.

            	
              Representations
      and Warranties of AgFeed:

            


    

     

    
      	
               
      

            	
              l

            	
              AgFeed
      has a valid lease interest in the Leased Premises during the entire term
      of this Lease, including any extension of this
  Lease.

            


    

     

    
      	
               
      

            	
              l

            	
              AgFeed
      has obtained or completed all necessary approval, registration or filing
      with the competent land authorities in respect of its lease with the
      relevant land owner.

            


    

     

    
      	
               
      

            	
              l

            	
              AgFeed
      has obtained all necessary permission or consent from the relevant land
      owner to sublease the entire Leased Premises to the Tenant for pig
      breeding and farming business.

            


    

     

    
      	
               
      

            	
              l

            	
              AgFeed
      has obtained all necessary governmental permission or consent regarding
      the Leased Premises being used for operating a pig breeding business,
      including but not limited to any environmental approval and/or farming
      construction and operation permit.

            


    

     

    
      	
               
      

            	
              l

            	
              AgFeed
      has obtained the ownership to all its farm buildings and creates no
      mortgage or any other security interest or restriction over such buildings
      in favour of any entities or
individuals.

            


    

     

    
      	
               
      

            	
              l

            	
              AgFeed’s
      right to use the land on which the Leased Premises is constructed is free
      and clear of any mortgage, security interest, other third party’s rights
      or restrictions in favour of any entities or
  individuals.

            


    

     

    
      	
              7.

            	
              Lease
      and General Real Estate Taxes.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Landlord shall pay, prior to delinquency, any and all lease and general
      real estate taxes and fees levied by the competent government authorities
      in connection with use of the Leased Premises (including owning and use of
      all the farm buildings thereon), whether required or not at the signing of
      this lease and newly instituted or coming due during the term of this
      Lease on the Leased Premises. On an annual basis, at Landlord’s billing,
      Tenant shall promptly remit to Landlord Tenant’s share of such lease and
      general real estate taxes and fees related to the farm buildings
      thereon.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Insurance.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Landlord shall maintain Leasehold insurance covering all buildings and all
      equipment for fire and natural disaster and any extended insurance
      coverage on the building and any equipment in the Leased Premises in such
      amount as the Landlord shall deem
appropriate.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Tenant shall be responsible, at its expense, for fire and extended
      coverage insurance on all of its personal property, including the movable
      devices for business located in the Leased
  Premises.

            


    

     

    
      	
               
      

            	
              l

            	
              Tenant
      shall, at its own expense, maintain a policy or policies of comprehensive
      general liability insurance with respect to the particular activities at
      the Leased Premises, with the premiums thereon fully paid on or before due
      date. Such insurance policy shall be issued by and binding upon an
      insurance company approved by Landlord, and shall afford minimum
      protection of not less than US$  500,000 for single limit
      coverage of bodily injury, property damage or combination
      thereof.

            


    

     

    
      	
              9.

            	
              Utilities.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Tenant shall pay all charges for coal, electricity, telephone and other
      services and utilities used by the Tenant on the Leased Premises during
      the term of this Lease, unless otherwise expressly agreed to in writing by
      Landlord.

            


    

     

    
      	
               
      

            	
              l

            	
              At
      commencement of the Lease, Landlord shall deliver the Leased Premises to
      Tenant with back-up electric generator, back-up water supply, and waste
      treatment/disposal systems in place that are commercially reasonable for
      Tenant’s activities on the Leased Premises that are contemplated by this
      Lease.

            


    

     

    
      	
               
      

            	
              l

            	
              As
      part of the Wuning farm’s waste management program, Tenant shall receive
      the economic benefit of any methane energy produced, if any, by any
      Digester system fuelled by farm hog
effluent.

            


    

     

    
      	
              10.

            	
              Signs.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Tenant shall have the right to place on the Leased Premises, at locations
      selected by the Tenant, any signs which are permitted by applicable zoning
      ordinances and private
restrictions.

            


    

     

    
      	
              11.

            	
              Entry.

            


    

     

    
      	
               
      

            	
              l

            	
              Upon
      the prior written notice, the Landlord shall have the right to enter upon
      the Leased Premises at reasonable hours to inspect the same, provided the
      Landlord shall not thereby unreasonably interfere with the Tenant's
      business on the Leased Premises.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              l

            	
              The
      Landlord must adhere to the Tenants Bio Security Protocols regarding Pig
      Freedom.  See Appendix 4 of this Lease–Bio Security Protocols of
      the Tenant.

            


    

     

    
      	
              12.

            	
              Damage
      and Destruction.

            


    

     

    
      	
               
      

            	
              l

            	
              If
      the Leased Premises or any part thereof is damaged by fire, casualty or
      structural defects, such damage or defects not being the result of any act
      of negligence by the Tenant or by any of the Tenant's agents, employees or
      invitees, and the same cannot be used for the Tenant's purposes, then the
      Tenant shall have the right within twenty four (24) hours following such
      damage to elect by notice to Landlord to terminate this Lease as of the
      date of such damage, without any surviving obligations to Tenant
      .

            


    

     

    
      	
               
      

            	
              l

            	
              In
      the event of minor damage caused by fire, casualty or structural defects,
      such damage or defects not being the result of any act of negligence by
      the Tenant or by any of the Tenant's agents, employees or invitees, to any
      part of the Leased Premises, and if such damage does not render the Leased
      Premises unusable for the Tenant's purposes, the Landlord shall promptly
      repair such damage at the cost of the Landlord. The Landlord shall act
      within fifteen (15) days following the repair request made by the Tenant.
      If the Landlord fails to act within fifteen (15) days of the request by
      the Tenant, the Tenant may conduct such repair but the cost of the repair
      shall be borne by the Landlord in accordance with the provisions of
      Article 20 of this Lease.

            


    

     

    
      	
               
      

            	
              l

            	
              If
      during the term of this Lease the Leased Premises become inoperable for
      the Tenants purposes, caused by the same as above, in whole or in part,
      then the Tenant shall be relieved from paying all the rents and other
      charges during the period that the Leased property is
      inoperable.

            


    

     

    
      	
               
      

            	
              l

            	
              Lease
      payments paid in advance for any such periods that the Lease property is
      inoperable shall be credited on the next ensuing payments, if
      any.  If no further payments are to be made, any such advance
      payments shall be refunded to
Tenant.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      provisions of this paragraph extend not only to the matters aforesaid, but
      also to any occurrence which is beyond the Tenant's reasonable control and
      which renders the Leased Premises inoperable in whole or in part, for the
      Tenant's purposes.

            


    

     

    
      	
              13.

            	
              Tenant’s
      Default.

            


    

     

    
      	
               
      

            	
              l

            	
              In
      the event of a default made by the Tenant in the payment of rent due to
      Landlord, the Tenant shall have thirty (30) days after receipt of written
      notice thereof to cure such
default.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              l

            	
              In
      the event of a default made by the Tenant in any of the other covenants or
      conditions to be kept, observed and performed by the Tenant, the Tenant
      shall have forty-five (45) days after receipt of written notice thereof to
      cure such default.

            


    

     

    
      	
               
      

            	
              l

            	
              In
      the event that the Tenant fails to cure any default within the time
      allowed under this paragraph, the Landlord may declare the term of this
      Lease ended and terminated by giving the Tenant written notice of such
      intention.

            


    

     

    
      	
              14.

            	
              Quiet
      Possession.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Landlord covenants and warrants that upon performance by the Tenant of its
      obligations hereunder, the Landlord will keep and maintain the Tenant in
      exclusive, quiet, peaceable and undisturbed and uninterrupted possession
      of the Leased Premises during the term of this
  Lease.

            


    

     

    
      	
              15.

            	
              Notice.

            


    

     

    
      	
               
      

            	
              

                l

              

            	
              Any
      notice required or permitted under this Lease shall be deemed sufficiently
      given or served if:

            


    

     

    (1)          sent
by certified mail, return receipt requested, addressed as follows:

     

    
      	
               
      

            	
              Landlord:

            


    

     

    
      	
               
      

            	
              Rm.
      A1001-1002, Tower 16, Hengmao Int’l
Center

            


    

     

    
      	
               
      

            	
              333
      S. Guangchang Rd.

            


    

     

    
      	
               
      

            	
              Nanchang,
      Jiangxi Province

            


    

     

    
      	
               
      

            	
              PRC
      330003

            


    

     

    
      	
               
      

            	
              Tenant:  Rm.
      A1001-1002, Tower 16, Hengmao Int’l
Center

            


    

     

    
      	
               
      

            	
              333
      S. Guangchang Rd.

            


    

     

    
      	
               
      

            	
              Nanchang,
      Jiangxi Province

            


    

     

    
      	
               
      

            	
              PRC
      330003

            


    

     

    (2)          sent
by courier, three (3) business days after posting it, to the above
address,

     

    (3)          sent
by fax, when a confirmation report of transmission is recorded by the sender's
facsimile machine.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              

                l

              

            	
              The
      Landlord and the Tenant shall each have the right from time to time to
      change the place where notice is to be given under this paragraph by
      written notice thereof to the other
party.

            


    

     

    
      	
              16.

            	
              Waiver.

            


    

     

    
      	
               
      

            	
              l

            	
              No
      waiver of any default of the Landlord or the Tenant hereunder shall be
      implied from any omission to take any action on account of such default if
      such default persists or is repeated, and no express waiver shall affect
      any default other than the default specified in the express waiver and
      that only for the time and to the extent therein stated. One or more
      waivers by the Landlord or the Tenant shall not be construed as a waiver
      of a subsequent breach of the same covenant, term or
      condition.

            


    

     

    
      	
              17.

            	
              Successors.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      provisions of this Lease shall extend to and be binding upon the Landlord
      and the Tenant and their respective legal representatives, successors and
      assigns.

            


    

     

    
      	
              18.

            	
              Consent.

            


    

     

    
      	
               
      

            	
              l

            	
              The
      Landlord shall not unreasonably withhold or delay its consent with respect
      to any matter for which the Landlord's consent is required or desirable
      under this Lease.

            


    

     

    19.
Return of the Farm and assets on termination

     

    
      	
               
      

            	
              ·

            	
              The
      tenant agrees to return the farm and all leased assets to the Landlord
      within 15 days of the termination date and in normal operating
      condition.

            


    

     

    20.
Landlord’s Default.

     

    
      	
               
      

            	
              l

            	
              Unless
      otherwise provided under this Lease, if there is a default with respect to
      any of the Landlord's covenants, warranties or representations under this
      Lease, and if the default continues more than forty-five (45) days after
      notice in writing from the Tenant to the Landlord specifying the default,
      the Tenant may, at its option and without affecting any other remedy
      hereunder, cure such default and deduct the cost thereof from the next
      accruing instalment or instalments of rent payable hereunder until the
      Tenant shall have been fully reimbursed for such expenditures, together
      with interest thereon at a rate equal to the lesser of six percent (6%)
      per annum or the then highest lawful rate. If this
      Lease terminates prior to the Tenant's receiving full reimbursement, the
      Landlord shall pay the un-reimbursed balance plus accrued interest to the
      Tenant on demand. Otherwise, the Tenant may, at its option, terminate the
      agreement and the Landlord shall bear the liabilities for breach of this
      Lease.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    21.  Compliance
with Law.

     

    
      	
               
      

            	
              l

            	
              The
      Tenant and the Landlord each shall comply with all laws, orders,
      ordinances and other public requirements now or hereafter affecting the
      Leased Premises.

            


    

     

    
      	
               
      

            	
              l

            	
              Landlord
      shall be responsible for any cleanup costs, penalties and legal costs
      associated with a violation of any environmental laws, ordinances, rules,
      requirements or regulations relating to the preservation or regulation of
      the public health, welfare or environment or the regulation or control of
      toxic or hazardous substances or materials directly caused by the
      condition of the Leased Premises as delivered to the Tenant or the
      improper installation of any systems by the Landlord on or in the Leased
      Premises; provided
      however, Landlord shall not be responsible in the event Tenant
      fails to comply with any effluent handling procedures or any waste
      management system operation procedures prescribed by the
      Landlord.

            


    

     

    22. Final
Agreement.

     

    
      	
               
      

            	
              l

            	
              This
      Lease terminates and supersedes all prior understandings or agreements on
      the subject matter hereof. This Lease may be modified only by a further
      writing that is duly executed by both
parties.

            


    

     

    
      23. This
Lease conforms to all relevant clauses in the Shareholders Agreement of Hypor
Agfeed Breeding Company Inc. that will
affect the performance of this Lease by both parties.

    

     

    24.  Registration

     

    
      	
               
      

            	
              l

            	
              Landlord
      shall complete the relevant registration or filing procedures in respect
      of this Lease within thirty (30) days of execution of this
      Lease.

            


    

     

    25.
Counterparts and Language

     

    
      	
               
      

            	
              l

            	
              This
      agreement shall be signed in two (2) counterparts in both Chinese and
      English languages.  Each party will hold one (1)
      copy.  In case of any dispute, the English version will be
      followed.

            


    

     

    [signature
page follows]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    This
Lease is entered into by the duly authorised representatives of the parties on
the date stated on the first page of this Lease.


    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Landlord: AgFeed
      Industries, Inc.

                                          
	 	 
	
                                            By:

                                          	
                                            /s/ Li Songyan

                                          
	 	 
	
                                            Name:

                                          	
                                            Li
      Songyan

                                          
	 	 
	
                                            Title:

                                          	
                                            Chairman

                                          
	 	 
	
                                            Date:

                                          	
                                            December
      11, 2009

                                          
	 
      
	
                                            Tenant: Hypor Agfeed
      Breeding Company Inc.

                                          
	 	 
	
                                            By:

                                          	
                                            /s/ Li Songyan

                                          
	 	 
	
                                            Name:

                                          	
                                            Li
      Songyan

                                          
	 	 
	
                                            Title:

                                          	
                                            Authorized
      Signatory

                                          
	 	 
	
                                            Date:

                                          	
                                            December
      11,
2009

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          10